Tropicana Corporation Berhad Annual Report 2019

The Board delegates the day-to-day management of the Company’s businesses to Management under the stewardship of Mr Yeow Wai Siaw, the Group CEO, who is assisted by Dato’ Dickson Tan Yong Loong, the Deputy Group CEO and Mr Dion Tan Yong Chien, the Group Managing Director. Management meetings are held regularly or whenever the needs arise to discuss and review the Group’s businesses and concerns, and to make the appropriate day-to-day business and management decisions. To ensure that the direction and control of the Group is firmly in its hands, and having an oversight of Management, the matters reserved for the Board’s decisions are as follows:- • to approve corporate plans and strategic issues of the Company; • to approve annual budgets of the Company; • to approve material acquisitions and disposals of undertakings and assets as well as major investments of the Group; • to approve new ventures of the Group; • to approve changes to the control structure of the Company including key policies, capital expenditures, authority levels, treasury policies and risk management policies; • to approve material borrowings of the Company; and • to review the financial statements of the Company and the Group on a consolidated basis. The strategic business plan for the Group is reviewed by the Audit Committee and presented to the Board for approval on an annual basis and the milestones achieved and progress of the strategic plan and financial targets are reported to the Board on a quarterly basis. The Board has set up an Investment Committee to assist the Board to review any proposed acquisition or disposal of undertakings and assets as well as major investments of the Group including any new ventures of the Group that exceed the threshold of 1% of the Company’s shareholders’ fund based on the latest audited consolidated financial statements of the Company. To strengthen the Board’s oversight of Management (in addition to the above), the Board has the following agendas at its quarterly meeting:- • to review reports of the operations of the Group (Northern, Central and Southern regions) by senior management; • to review reports of the status of marketing and sales of the Group prepared by the Managing Director of Marketing & Sales and Business Development (Non-Board member of Tropicana); and • to review reports on the development of material litigation(s) and/or any new material litigation of the Group by the Executive Director of Group Legal (Non-Board member of Tropicana). The Board has delegated specific responsibilities to several Board Committees namely, the Audit Committee, Nomination Committee, Remuneration Committee, Risk Management Committee, Pricing Committee and Investment Committee to oversee, manage and review specific aspects of the Company’s business operations and corporate matters. All the Board Committees operate within their respective approved defined terms of reference and specific authority delegated by the Board. All the Board Committees make recommendation to the Board for approval in respect of the matters under their purview, saved for the Pricing Committee, which has been empowered by the Board to make decision within its terms of reference. The Chairman of the respective Board Committees will report to the Board on the proceedings of each Board Committee meeting and the reporting of the said proceedings will be minuted accordingly. The Board retains full responsibility for the final decision on all matters. (i) Nomination Committee As at the date of this Statement, the Nomination Committee consists of four (4) members, all of which are Independent Non-Executive Directors. The composition of the Nomination Committee is as follows:- Name Position Designation Datuk Wira Lye Ek Seang Chairman Independent Non-Executive Director Datuk Michael Tang Vee Mun Member Independent Non-Executive Director Encik Mohd Najib Bin Abdul Aziz Member Independent Non-Executive Director Encik Hafez Mohd Hashim Bin Razman Md Hashim Member Independent Non-Executive Director At the Fortieth Annual General Meeting of Tropicana (“ 40 th AGM ”) held on 25 June 2019, the shareholders had approved the re-designation of Datuk Michael Tang Vee Mun from Non-Independent Non-Executive Director to Independent Non-Executive Director in accordance with the MCCG. The Nomination Committee does not make decisions on behalf of the Board but makes recommendations to the Board for approval. Tropicana Corporation Berhad Annual Report 2019 pg 83 Sustainability at Tropicana What We’ve Governed Financial Statements & Other Information